Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 4, 2021, Titan Pharmaceuticals, Inc. (the "Company" or "Titan") received a letter from the Listing Qualifications staff of The Nasdaq Stock Market ("Nasdaq") notifying the Company that it is no longer in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G) because it was unable to convene its annual meeting of stockholders (the "Annual Meeting") within 12 months of the Company's 2019 fiscal year end.

The notification letter has no immediate effect on the Company's listing on the Nasdaq Capital Market. Nasdaq has provided the Company with 45 calendar days, or until February 18, 2021, to submit a plan to regain compliance with the Annual Meeting requirement. As previously announced, Titan was required to move the date of the Annual Meeting, originally scheduled for December 30, 2020, when it did not achieve the required votes for a quorum (>50% of outstanding record date shares) to convene the meeting. As noted in Item 5.07 below, the Annual Meeting took place on January 8, 2021 and, accordingly, the Company believes that it has regained compliance with the Nasdaq requirement for continued listing.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on January 8, 2021. On November 18, 2020, the record date for the Annual Meeting, there were approximately 6,558,773 shares of Titan common stock entitled to be voted at the Annual Meeting after giving effect to a reverse stock split effected on November 30, 2020. At the meeting, 50.36% of such shares were represented in person or by proxy.

The final results for each of the matters submitted to a vote of Titan's stockholders at the Annual Meeting (as adjusted to reflect the reverse split) are as follows:





1.      Election of Directors

Stockholders elected all five nominees for director for one-year terms expiring on the next annual meeting of stockholders. The voting results were as follows:





                                                                BROKER NON-
                                      FOR         WITHHELD          VOTE
Joseph A. Akers                     1,299,380       240,042        1,763,417
Katherine Beebe DeVarney, Ph.D.     1,307,573       231,849        1,763,417
M. David MacFarlane, Ph.D.          1,303,064       236,358        1,763,417
James McNab, Jr.                    1,303,535       235,887        1,763,417
Marc Rubin, M.D.                    1,301,310       238,112        1,763,417




2.      Adoption of the Amendments to the 2015 Omnibus Incentive Plan

Stockholders approved the proposed amendments to the 2015 Omnibus Incentive Plan to (i) increase the number of shares authorized for issuance thereunder from 55,556 to 1,000,000 and (ii) increase the number of shares of common stock that may be granted as awards to any individual in a single year from 2,778 to 150,000. The voting results were as follows:





                                                              BROKER NON-
                      FOR          AGAINST       ABSTAIN         VOTES
                    1,203,886       232,100       103,436        1,763,417




3.      Ratification of Independent Registered Public Accounting Firm

Stockholders ratified the reappointment of OUM & Co. LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results were as follows:





                          FOR          AGAINST      ABSTAIN
                        2,973,107       142,984     186,748

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